Incorporated in California

EX-10.31 6 a01804exv10w31.txt EXHIBIT 10.31 EXHIBIT 10.31 Hong Leong Finance Limited Head Office: 16 Raffles Quay #01-05 Hong Leong Building Singapore 048581 Telephone 6415 9433 Facsimile 6224 6773 [HONG LEONG FINANCE LOGO] Our Ref : D/TC-SL/GT-jc 7 JULY 2003 TRIO-TECH INTERNATIONAL PTE LTD 1008 TOA PAYOH NORTH #03-09/18 TOA PAYOH INDUSTRIAL ESTATE SINGAPORE 318996 Dear Sirs DEBENTURE LOAN OF S$303,030.00 This Letter superceded the earlier Letter Of Offer dated 19 JUNE 2003. We are pleased to offer you a loan of S$303,030.00 or 70% of full amount paid to supplier whichever is lower subject to the following terms and conditions:- Securities : Fixed charge over the following:- 2 NEW SETS OF BURN-IN SYSTEM (IMTS 7200'S) C/W ACCESSORIES Amount Financed : S$303,030.00 or 70% of full amount paid to supplier whichever is lower Term : 36 months Interest Rate : 2.95% flat p.a. with one advance (Effective rate: 5.919% p.a.) Repayment : 35 monthly instalments of S$9,163.00 and a final instalment of S$9,143.16. The first instalment is payable upon disbursement of the loan and subsequent instalments on the same day of every successive month Late Payment : 5% above the average of the prime lending rates of Interest On All the Development Bank of Singapore, the Overseas Moneys Overdue Chinese Banking Corporation and the United Overseas Bank on the last day of the preceding month or such other rate as we may decide from time to time Page 2 DEBENTURE LOAN OF S$303,030.00 TRIO-TECH INTERNATIONAL PTE LTD 7 JULY 2003 Insurance : All Risks Policy together with a photocopy of official receipt evidencing premium paid covering the full insurable value of the goods and from an approved insurance company is required in the joint names of Hong Leong Finance Limited as Chargee and you as the Chargor before the release of funds Legal Cost and : All legal costs and expenses incurred by us in with the connection preparation, execution, stamping, filing Other Expenses and registration of any document including searches shall be paid by you regardless of whether this contemplated loan is proceeded with or aborted for any reason whatsoever Special Conditions : (1) We may at our absolute discretion change any of the terms herein or withdraw this offer if:- a) The loan is not drawn within 2 months from the date hereof b) There is a material adverse change in the financial position or other circumstances of you or in the value of the security c) The duplicate copy of this letter is not duly signed and received by us within fourteen (14) days from the date hereof (2) Any Goods and Services Tax (GST) chargeable on the supply of services provided in connection with or incidental to this loan facility, including any GST payable by us on administration fees, inspection fees, processing fees, insurance premiums and other fees or charges shall be paid by you (3) You shall put us on notice if there is any change in your shareholdings or in the composition of your Board of directors (4) We may at our absolute discretion, allow drawdown of the debenture loan before the waivers are obtained (5) This offer is subject to such further requirements/documentation as may be deemed necessary by us/our lawyers and to satisfactory finalisation of legal documentation Page 3 DEBENTURE LOAN OF S$303,030.00 TRIO-TECH INTERNATIONAL PTE LTD 7 JULY 2003 (6) Evidence of full payment of the said equipment to be financed and is unencumbered. This Letter of Offer and the terms and conditions herein, constitutes an arrangement solely between ourselves and cannot be availed to either wholly or in part by any other parties. Please signify your acceptance of the above terms and conditions of the loan by signing and returning to us the duplicate copy of this letter. The abovementioned terms upon acceptance by you, shall form an integral part of the loan and no omission will prejudice our rights to enforce all or any terms thereof. Yours faithfully HONG LEONG FINANCE LIMITED /s/ TRACY CHUA /s/ GENA TAN - ----------------------- -------------------- TRACY CHUA GENA TAN VICE PRESIDENT RELATIONSHIP MANAGER HEAD-SME FINANCING TEAM SME FINANCING TEAM ************************************************************************** I/We, Yong Siew Wai of NRIC No. S0169920/B, for and on behalf of TRIO-TECH INTERNATIONAL PTE LTD accept the above terms and conditions. SIGN & STAMP: [TRIO-TECH INTERNATIONAL PTE LTD STAMP] DATE: AUGUST 7, 2003 /s/ Yong Siew Wai ----------------- /s/ Victor Ting Hock Ming -------------------------